Safeway (SWY)

6.4 Conditions to Acceptances.

The creation of any Acceptance hereunder is subject to the following conditions precedent:

A. On or before the date of the initial creation of any Acceptance pursuant to this Agreement, all conditions precedent described in subsection 6.1 shall have been satisfied.

B. On or before the date of the creation of any Acceptance, Administrative Agent shall have received, in accordance with the provisions of subsection 4.2, an originally executed

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Drawing Notice, in each case signed by any executive officer or vice president of Canada Safeway and acknowledged by any Authorized Officer of Company.

C. On the date of the creation of any Acceptance, all conditions precedent described in subsection 6.2B shall be satisfied to the same extent as if the creation of such Acceptance were the making of a Loan and the Drawing Date were a Funding Date.

In order to induce Lenders to enter into this Agreement, to make the Loans and/or create any Acceptance, to induce Issuing Lenders to issue Letters of Credit and to induce other Domestic Lenders to purchase participations therein, each Borrower represents and warrants to each Lender (which representations and warranties in the case of Canada Safeway shall be limited to Canada Safeway and its Subsidiaries and shall exclude the representations and warranties set forth in subsections 7.9 and 7.12), on the date of this Agreement, on each Funding Date, Drawing Date and on the date of issuance of each Letter of Credit, that the following statements are true, correct and complete: